Power Capital Global Limited Acquires a Significant Minority Stake in TSI Holdings Limited

Posted: 14th March 2012 10:39

The Company is pleased to announce that, through its wholly owned subsidiary PCG Engineering Limited, it has signed a term sheet to subscribe for a 30% equity stake in TSI Holdings Limited ("TSI") (the "Investment"). Total consideration for the Investment is US$2 million (approximately £1.26m).  The subscription is subject to, inter alia, due diligence and is expected to complete within 4 to 6 weeks, at which time a further announcement will be made. Upon signing the term sheet, the Company has paid a refundable deposit of US$380,000 which is off-settable against the cost of the Investment.

TSI is a specialist supplier of "low cost economy" manufactured products to the international rail transport and mining industries, with a broad client base including major companies such as Bombardier, British Aerospace and Rio Tinto.  TSI has recently secured various opportunities to scale its business through the design, construction and supply of specialised bulk material containers and modular accommodation to the mining industry.  Funds raised from the Investment are to be used by TSI to finance working capital as it converts these identified opportunities into firm orders.  TSI commenced operations in Hong Kong more than 10 years ago and has established a comprehensive engineering solutions and product sourcing and procurement capability in China.

In the year ended 31 December 2011 TSI had unaudited consolidated revenues of A$2.9m and a loss after tax of A$30,967. At that date, consolidated net liabilities amounted to A$226,014 including shareholder loans of A$171,579.

It is the intention of the Company to leverage its direct investment in TSI into various opportunities including commodity off-take agreements with TSI's mining clients in Australia, and rail development opportunities in Mongolia.   Subject to the completion of the Investment, the Company will have the right to appoint two directors to the board of TSI and the Company will appoint a representative of TSI to the board of the Company. Details of the relevant appointments will be announced following completion of the Investment.

Funding for the deposit has been provided by way of a twelve-month LIBOR +3% revolving loan facility from Kung Min Lin, the Company's non-executive chairman and indirectly its controlling shareholder. The facility is deemed to be a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The directors, other than Kung Min Linwho has taken no part in the Board's consideration of the loan, consider, having consulted with Northland Capital Partners Limited, the Company's Nominated Adviser, that the terms of the loan with Kung Min Lin arefair and reasonable so far as the shareholders of the Company are concerned.

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